Cowen & Co/NY New – ‘SC 13G/A’ on 2/12/97 re: Kinder Care Learning Centers Inc & Living & Learning Centre

As of:  Wednesday, 2/12/97   ·   Accession #:  917325-97-31   ·   File #:  5-49403

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership         6±    20K 
 3: EX-99.10    Miscellaneous Exhibit                                  1      6K 
 2: EX-99.7     Miscellaneous Exhibit                                  1      4K 

SC 13G/A   —   Amendment to Statement of Beneficial Ownership
Document Table of Contents

SCHEDULE 13G                

Amendment No. 1                 

Kinder-Care Learning Centers Inc.           
(Name of Issuer)              

COMMON STOCK              
(Title of Class of Securities)            

494521206               
(CUSIP Number)              

1.        Name of Reporting Person                                              
S.S. or I.R.S. Identification No. of Above Person           

Cowen & Company                                 
I.R.S. Identification No. 13-5616116            

2.        Check the Appropriate Box if a Member of a Group                      

      (a)    /   /
      (b)    / X /

3.        SEC Use Only                                                          

4.        Citizenship or Place of Organization                                  

New York, New York                              

5.        Sole Voting Power                                                     

20,000                                          

6.        Shared Voting Power                                                   

676,500                                         

7.        Sole Dispositive Power                                                

20,000                                          

8.        Shared Dispositive Power                                              

702,100                                         

9.        Aggregate Amount Beneficially Owned By Each Reporting                 
Person                                                      

722,100                                         

10.       Check Box if the Aggregate Amount in Row (9) Excludes                 
Certain Shares *                                            

N/A                                             

11.       Percent of Class Represented by Amount in Row 9                       

3.77%                                           

12.       Type of Reporting Person *                                            

BD, IA                                          

SCHEDULE 13G                

Amendment No. 1                 

Kinder-Care Learning Centers Inc.           
(Name of Issuer)              

COMMON STOCK              
(Title of Class of Securities)            

494521206                   
(CUSIP Number)              

1.        Name of Reporting Person                                              
S.S. or I.R.S. Identification No. of Above Person           

Cowen Incorporated                              

2.        Check the Appropriate Box if a Member of a Group                      

(a)    /   /    
(b)    / X /    

3.        SEC Use Only                                                          

4.        Citizenship or Place of Organization                                  

New York, New York                              

5.        Sole Voting Power                                                     

20,000                                          

6.        Shared Voting Power                                                   

676,500                                         

7.        Sole Dispositive Power                                                

20,000                                          

8.        Shared Dispositive Power                                              

702,100                                         

9.        Aggregate Amount Beneficially Owned By Each Reporting                 
Person                                                      

722,100                                           

10.       Check Box if the Aggregate Amount in Row (9) Excludes                 
Certain Shares *                                            

N/A                                             

11.       Percent of Class Represented by Amount in Row 9                       

3.77%                                           

12.       Type of Reporting Person *                                            

HC, CO                                        

SCHEDULE 13G                

Amendment No. 1                 

Kinder-Care Learning Centers Inc.           
(Name of Issuer)              

COMMON STOCK              
(Title of Class of Securities)            

494521206                 
(CUSIP Number)              

1.        Name of Reporting Person                                              
S.S. or I.R.S. Identification No. of Above Person           

Joseph Cohen                                    

2.        Check the Appropriate Box if a Member of a Group                      

    (a)    /   /
    (b)    / X /

3.        SEC Use Only                                                          

4.        Citizenship or Place of Organization                                  

New York, New York                              

5.        Sole Voting Power                                                     

20,000                                          

6.        Shared Voting Power                                                   

676,500                                         

7.        Sole Dispositive Power                                                

20,000                                          

8.        Shared Dispositive Power                                              

702,100                                         

9.        Aggregate Amount Beneficially Owned By Each Reporting                 
Person                                                      

722,100                                         

10.       Check Box if the Aggregate Amount in Row (9) Excludes                 
Certain Shares *                                            

N/A                                             

11.       Percent of Class Represented by Amount in Row 9                       

3.77%                                           

12.       Type of Reporting Person *                                            

IN                                              

Item 1                                                                          

(a)        Kinder-Care Learning Centers Inc.              
(b)        (No State of Incorporation)                    

Item 2                                                                          

(a)        Name of Person Filing:                         
(b)        Address of Principal Business Offices:         
(c)        Citizenship:                                   

This statement is filed by the following persons          
(collectively, the "Reporting Persons"):                  

Cowen & Company                           
Financial Square                          
New York, NY 10005-3597                   
(New York Limited Partnership)            

Cowen Incorporated                        
Financial Square                          
New York, NY 10005-3597                   
(New York Corporation)                    

Joseph M. Cohen                           
Financial Square                          
New York, NY 10005-3597                   

(d)        Common Stock                                   
(e)        494521206                                      

Item 3     IF THE STATEMENT IS FILED PURSUANT TO RULE 13a-l(a)                  
OR 13 d-2(b), CHECK WHETHER THE PERSON FILING IS:         

(a)   [ X ]    Broker or Dealer registered under          
section 15 of the Act:      

Cowen & Company             

(e)   [ X ]    Investment advisor registered under        
          section 203 of the Investment Advisers
Act of 1940:                

Cowen & Company             

(g)   [ X ]    Parent Holding Company, in accordance      
with Rule 13d-1(b)(ii)(G):  

Cowen Incorporated          

          Joseph M. Cohen (an individual who may
be deemed to control Cowen  
Incorporated.)              

Item 4     OWNERSHIP                                                            

Cowen & Company; Cowen Incorporated; Joseph M. Cohen      

(a)   722,100                                             
(b)   3.77%                                               

(c)      (i)       20,000                                 
(ii)       676,500                        
(iii)       20,000                          
(iv)       702,100                        

Item 5     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS                         

If this statement is being filed to report the fact that as           
of the date hereof the reporting person has ceased to be the                    
beneficial owner of more than five percent of the class of                      
securities, check the following  [ X ].                                         

Item 6     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF                     
ANOTHER PERSON                                            

As a broker-dealer and an investment adviser, Cowen &                 
Company holds a portion of the securities on behalf of its                      
clients, none of whose individual interests exceeds five percent.               

ITEM 7     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY                  
WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE         
PARENT HOLDING COMPANY                                    

See Item 3(g) and Exhibit A.              

ITEM 8     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE                  
GROUP                                                     

Not applicable.                           

ITEM 9     NOTICE OF DISSOLUTION OF GROUP                                       

Not applicable.                           

ITEM 10     CERTIFICATION                                                       

By signing below I certify that, to the best of my              
knowledge and belief, the securities referred to above were                     
acquired in the ordinary course of business and were not acquired               
for the purpose of and do not have the effect of changing or                    
influencing the control of the issuer of such securities and were               
not acquired in connection with or as a participant in any                      
transaction having such purposes of effect.                                     

After reasonable inquiry and to the best of my knowledge        
and belief, I certify that the information set forth in this                    
statement is true, complete and correct.                                        

February 12, 1997                                                               

COWEN & COMPANY                                                                 

By:      Cowen Incorporated,                                                    
General Partner                                               

By:      /s/ David R. Sarns                                                     
David R. Sarns,                                               
Managing Director                                             

COWEN INCORPORATED                                                              

By:     /s/ David R. Sarns                                                      
David R. Sarns,                                                 
Managing Director                                               

JOSEPH M. COHEN                                                                 

By:     /s/ Joseph M. Cohen                                                     
Joseph M. Cohen                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
		2/13/97
Filed on:		2/12/97		SC 13G,  SC 13G/A
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